UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(d)
OF
THE SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): December 1, 2006
ImmunoGen,
Inc.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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0-17999
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04-2726691
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(State
or other
jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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128
Sidney
Street, Cambridge, MA 02139
(Address
of principal
executive offices) (Zip Code)
Registrant's
telephone
number, including area code: (617) 995-2500
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2.
below):
o Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
ImmunoGen,
Inc. has
entered into employment agreements and severance agreements with its President
and CEO and expects to enter into employment agreements and severance agreements
with its four other named executive officers.
Under
the
terms of the employment agreements, each executive will be entitled to
continuation of his/her then current salary and medical benefits through
a
severance period as well as twelve months’ acceleration of vesting of any stock
options or restricted stock then held by the executive. The severance period
is
eighteen months for the President and CEO and twelve months for the other
four
named executive officers. Each executive has agreed that for the twelve months
following his/her separation from the Company that he/she will not compete
with
the Company nor solicit Company employees for other employment. In conjunction
with making this employment agreement available to the Company’s President and
CEO, his target bonus objective was increased from 40% to 50%.
Under
the
terms of the severance agreements, each executive will receive severance
compensation in the event of a change in control of the Company if he/she
is
severed from the Company without cause or if other actions are taken without
the
executive’s consent, including a significant change of work location, a material
reduction in the authority, function, duties or responsibilities, or a reduction
in salary or target bonus compensation. Severance compensation includes any
prorated bonus for the then-current fiscal year, full vesting of options
and
restricted stock then held by the executive, and a lump sum payment equal
to two
times base salary for the President and CEO, and one and one-half times for
the
other named executive officers. Medical benefits would continue to be provided
for twenty-four months for the President and CEO, and eighteen months for
the
other named executive officers. These executives will not be entitled to
receive
gross-up of payments for any taxes due should the severance compensation
described above exceed IRS Section 280G limitations.
A
change-in-control of the Company includes:
| · |
a
merger or
consolidation of the Company, whether or not approved by the Board
of
Directors, where the shareholders of the Company no longer control
50% of
the voting power;
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| · |
ownership
by a
person of more than 50% of the voting power of the Company in one
or more
transactions not approved by the Board of Directors;
or
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| · |
a
change in Board
composition not approved by incumbent
directors.
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At
the
time the Company entered into these agreements with its President and CEO
and
made them available to its four other named senior executives, it was not
in any
discussions which, if continued to their conclusion, would result in an event
which would constitute a change-in-control.
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SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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ImmunoGen,
Inc.
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(Registrant)
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Date:
December 6, 2006
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/s/
Daniel M. Junius
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Daniel
M. Junius
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Executive
Vice President and Chief Financial Officer
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(Principal
Accounting Officer)
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